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                                                                    Exhibit 10.8


                           FIXED INCOME DATA AGREEMENT

THIS AGREEMENT is entered into as of the first day of October 1999.

BETWEEN

(1)   REUTERS LIMITED, a company incorporated in England and Wales, whose
      registered office is at 85 Fleet Street, London EC4P 4AJ ("Reuters"); and

(2)   INSTINET CORPORATION, a company incorporated in the state of Delaware,
      whose registered office is at 875 Third Avenue, New York, New York 10022
      ("Instinet").

RECITALS:

(A)   Reuters supplies online news and business and financial information
      services to its clients worldwide and, in particular, has developed and
      maintains a database which includes terms and conditions, price and
      reference data relating to certain fixed income instruments traded on
      markets around the world.

(B)   Instinet supplies electronic equities brokerage services to its clients
      worldwide and has developed and wishes to market and supply to its clients
      a new electronic fixed income brokerage service intended to support
      anonymous, electronic execution of trades in fixed income financial
      instruments.

(C)   Reuters is willing to supply Instinet with a feed of certain terms and
      conditions, price and reference data relating to fixed income instruments
      which it currently maintains on, or during the life of this Agreement will
      add to, its database and Instinet wishes to acquire the right to make that
      data available to subscribers through its fixed income service, subject to
      the terms of this Agreement.


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(D)   Instinet is willing to supply Reuters with a feed of certain price data
      derived from the trading of fixed income instruments over its fixed income
      service and Reuters wishes to acquire, on behalf of the Reuters Group, the
      right to use and distribute that data in accordance with the terms of this
      Agreement.

(E)   In order to facilitate Reuters supply of the fixed income terms and
      conditions, price and reference data to Instinet and Instinet's supply of
      the traded price data to Reuters, Reuters and Instinet have developed and
      agree to maintain and support delivery mechanisms and an interface between
      Reuters managed systems and network and Instinet's managed systems and
      network via which such data will be delivered, in each case as further set
      out in this Agreement.

IT IS AGREED AS FOLLOWS:

1.    DEFINITIONS AND INTERPRETATIONS

1.1   The following definitions apply throughout this Agreement unless the
      context otherwise requires:

Agreement

This agreement and all its schedules and attachments, as amended from time to
time.

Application Programming Interface

The means by which programmatic access to the functionality and certain of the
Fixed Income Service's data is provided by Instinet to Subscribers for use in
their internal applications and systems.

Data Service Level Agreement

The service level agreement attached at Schedule 1.

Fixed Income Data

The fixed income terms and conditions,


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price and reference data fields for each of the asset classes which are
specified in Schedule 2 and which are held from time to time in the Reuters
Database.

Fixed Income Datafeed

The digital feed more fully described in the Operational Service Level Agreement
via which Reuters will deliver the Fixed Income Data and changes and updates to
it to Instinet.

Fixed Income Data Delivery Specification

The technical means by which Reuters will deliver the Fixed Income Data to
Instinet, as further described in the Operational Service Level Agreement.

Fixed Income Service

Instinet's fixed income brokerage service, Instinet Fixed Income Markets.

Instinet Database

The database described more fully in the Operational Service Level Agreement and
into which Reuters will feed the Fixed Income Data from the Reuters Database.

Instinet Affiliate

Instinet Holdings Limited, Instinet International Limited and any direct or
indirect subsidiary of Instinet or Instinet International Limited in which from
time to time Instinet or Instinet International Limited beneficially owns 50% or
more of the issued share capital and the general management of which it has the
legal power to direct


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Operational Service Level Agreement

The service level agreement attached at Schedule 3.

Reuters Database

The database on which Reuters stores fixed income terms and conditions,
reference and price data from time to time, currently the RDB.

Reuters Group

Reuters Group PLC and any of its direct or indirect subsidiaries from time to
time, excluding Instinet and any Instinet Affiliate.

Reuters Services

With respect to the Traded Price Data further described in Parts 1 and 2 of
Schedule 4, those high tier financial information services marketed and
distributed by the Reuters Group from time to time comprising the Reuters 3000
series of information services, Reuters 3000 Xtra and any other Reuters Group
service(s) in which from time to time Instinet agrees in advance with Reuters
the Traded Price Data may be included, and with respect to the Traded Price Data
further described in Part 2 of Schedule 4 those bulk data information services
marketed and distributed by the Reuters Group from time to time including, for
the avoidance of doubt, Reuters Viking series of bulk data information services.

Subscribers

Actual and potential customers who contract with Instinet for the supply of the
Fixed Income Service and who are permissioned to use it.

Traded Price Data

The data described in Schedule 4 as amended from time to time.


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Traded Price Datafeed

The digital feed via which Instinet will deliver Datafeed updates of the Traded
Price Data to Reuters.

1.2   In this Agreement:

      1.2.1 unless the context otherwise requires, all references to a
            particular Clause or Schedule are references to that Clause in or
            Schedule to this Agreement as it may be amended from time to time;

      1.2.2 the headings are inserted for convenience only and must be ignored
            in construing this Agreement;

      1.2.3 references to the words "include" or "including" are to be construed
            without limitation to the generality of the preceding words;

      1.2.4 references to "the date of the Agreement" or "the date of this
            Agreement" mean the first (1st) day of October 1999, which shall be
            taken to be the effective date of this Agreement.

      1.2.5 words referring to persons include any individual, company,
            partnership, trust or association, whether or not a separate legal
            person.

2.    DURATION

      2.1   This Agreement begins on 1 October 1999 and will continue in force
            for a period of two (2) years from that date (the "Initial Term").
            This Agreement will be automatically renewed for additional one year
            terms ("Renewal Terms") unless either party gives the other at least
            six (6) months' prior written notice of termination, such notice to
            expire on the expiry of the Initial Term or any Renewal Term.

      2.2   Reuters and Instinet agree to carry out a full technical and
            commercial review of the subject matter of the Agreement within
            three (3) months of the first anniversary of the date of the
            Agreement. This is in addition to any operational


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            reviews carried out under Clause 8, the Data Service Level Agreement
            or the Operational Service Level Agreement.

      2.3   On termination of the Agreement in accordance with Clauses 2.1, 11
            or 12.3:

            2.3.1 Reuters will cease to supply updates of the Fixed Income Data
                  to Instinet with immediate effect, but Instinet may maintain
                  on the Instinet Database and continue to make available to
                  Subscribers static files of Fixed Income Data supplied to it
                  by Reuters under the Agreement prior to its termination
                  provided however that if requested by Reuters pursuant to an
                  obligation owed by a member of the Reuters Group to a third
                  party data source Instinet will use all reasonable efforts to
                  purge such Fixed Income Data from the Instinet Database and
                  any other medium on which it is stored by Instinet. The rights
                  and obligations of both parties under the Agreement will
                  continue in effect in relation to such usage of the Fixed
                  Income Data following termination of the Agreement.

            2.3.2 Instinet will cease to supply updates of the Traded Price Data
                  to Reuters with immediate effect, but the Reuters Group may
                  continue to maintain on the Reuters Database and distribute
                  via the Reuters Services static files of Traded Price Data
                  supplied to it by Instinet under the Agreement prior to its
                  termination. The rights and obligations of both parties under
                  the Agreement will continue in effect in relation to such
                  usage of the Traded Price Data following termination of the
                  Agreement.

3.    DEVELOPMENT AND CONNECTIVITY

      3.1   Reuters and Instinet have worked together to develop and implement
            the Fixed Income Data Delivery Specification. Reuters and Instinet
            may each modify the Fixed Income Data Delivery Specification at
            their own cost provided they do so in accordance with Clause 8 and
            the terms of the Operational Service Level Agreement and provided
            they use reasonable efforts to ensure that such


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            modifications do not result in substantially inferior delivery or
            quality of the Fixed Income Data.

      3.2   Reuters and Instinet will each ensure that any equipment connected
            by it to the other's network and systems is connected in accordance
            with the Fixed Income Data Delivery Specification and is used in
            accordance with any instructions, safety or security procedures
            applicable to the use of that equipment.

4.    FIXED INCOME DATA - REUTERS OBLIGATIONS

      4.1   Subject to Clauses 2.3.1 and 4.4, Reuters grants to Instinet, on its
            own behalf and on behalf of the Instinet Affiliates, a perpetual,
            non-exclusive, fully paid-up worldwide licence to use, and to
            sub-license to Subscribers the right to use, the Fixed Income Data
            solely for the purpose of facilitating and supporting trading over
            the Fixed Income Service as follows:

            4.1.1 Instinet, and the Instinet Affiliates, may store, copy and
                  maintain the Fixed Income Data on their internal systems and
                  use it in order to carry out development work, to provide
                  client support to Subscribers and to perform risk management
                  analysis, in each case in relation to the Fixed Income
                  Service;

            4.1.2 With the exception of fields including, but not limited to,
                  those relating to credit ratings, call schedules and
                  redemption schedules and in any event only to the extent
                  reasonably necessary, Instinet and the Instinet Affiliates may
                  display the Fixed Income Data on-screen over the Fixed Income
                  Service for the purpose of enabling permitted users at
                  Subscriber organisations to identify and select individual
                  fixed income instruments on-screen both in order to trade
                  those instruments over the Fixed Income Service and to review
                  trade tickets generated in relation to specific transactions;


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            4.1.3 Instinet and the Instinet Affiliates may use the Fixed Income
                  Data for the purpose of computing and displaying on-screen
                  over the Fixed Income Service analytical values such as price,
                  yield and duration provided however that Instinet and the
                  Instinet Affiliates may not expressly permit Subscribers to
                  use the Fixed Income Data displayed over the Fixed Income
                  Service to create their own analytical values nor may they
                  export the Fixed Income Data to Subscribers with the intention
                  of permitting them to do so;

            4.1.4 Instinet and the Instinet Affiliates may export individual
                  items of reference Fixed Income Data to Subscribers via the
                  Application Programming Interface for the purpose of enabling
                  permitted users at Subscriber organisations:

                  (i)   to identify and select individual fixed income
                        instruments on-screen both in order to trade those
                        instruments over the Fixed Income Service and to review
                        trade tickets generated in relation to specific
                        transactions; and

                  (ii)  to redistribute such Fixed Income Data internally over
                        the relevant Subscriber's systems to the extent
                        necessary to carry out back-office settlement, risk
                        management and other support functions relating to
                        individual trades over the Fixed Income Service;

                  provided always that Instinet and the Instinet Affiliates may
                  not at any time export a copy of all or a substantial part of
                  the Fixed Income Data to any Subscriber nor expressly or
                  impliedly permit Subscribers to upload or otherwise store,
                  copy or redistribute the same.

      4.2   Reuters agrees that Instinet may sub-license and redistribute the
            Fixed Income Data to, and permit access to and use of the Fixed
            Income Data by, the Instinet Affiliates subject to Clauses 4.1 and
            4.4 of the Agreement provided always that Instinet ensures that each
            Instinet Affiliate to which it sub-licenses and


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            redistributes the Fixed Income Data or which it permits to access or
            use the Fixed Income Data is made aware of and complies with the
            terms of this Agreement.

      4.3   Instinet and the Instinet Affiliates are not permitted to use or
            permit Subscribers to use the Fixed Income Data for any purposes
            other than those identified in Clause 4.1 and in particular they are
            not entitled to use the Fixed Income Data in order to develop and
            market a fixed income market information service. Any use of the
            Fixed Income Data beyond what is permitted in Clauses 4.1 and 4.4
            will be subject to Reuters prior written approval and any conditions
            which Reuters may attach to that approval.

      4.4   Reuters will deliver to Instinet all Fixed Income Data which is
            contained within the Reuters Database at the date of the Agreement
            or which is subsequently added to it. Instinet will not be entitled
            to make any individual asset class of Fixed Income Data available to
            Subscribers via the Fixed Income Service without the prior consent
            of Reuters (such consent to be confirmed in writing by Reuters as
            soon as is practicably possible at the relevant time) provided
            however that:

            4.4.1 Reuters may withhold or subsequently withdraw its consent to
                  the inclusion of particular Fixed Income Data in the Fixed
                  Income Service only if it is not entitled to permit Instinet
                  and the Instinet Affiliates to make the relevant data
                  available to Subscribers under the terms of an agreement
                  between a member of the Reuters Group and the source of the
                  said data and the Reuters Group has already used reasonable
                  endeavours to secure or retain the right do so or to find an
                  alternative source of that data;

            4.4.2 Reuters hereby authorises Instinet and the Instinet Affiliates
                  to make available to Subscribers the asset classes of Fixed
                  Income Data specified in Part I of Schedule 2.


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      4.5   In accordance with Clause 8, Reuters will notify Instinet promptly
            of each new set of Fixed Income Data which it adds to the Reuters
            Database.

      4.6   Reuters will deliver the Fixed Income Data to Instinet in accordance
            with the Fixed Income Data Delivery Specification and Reuters will
            be responsible for, and bear the cost of, such delivery.

      4.7   Reuters will use reasonable endeavours to deliver the Fixed Income
            Data to Instinet on a timely basis and to maintain, support and
            communicate faults in the Fixed Income Datafeed in accordance with
            the terms of the Data Service Level Agreement and the Operational
            Service Level Agreement.

      4.8   Although Reuters will be responsible for and will use reasonable
            endeavours to ensure the accuracy and completeness of the Fixed
            Income Data and, in accordance with the terms of the Data Service
            Level Agreement, to provide second level support to Subscribers in
            relation to it, Instinet acknowledges that Reuters gathers the Fixed
            Income Data from multiple sources and neither Reuters nor any other
            member of the Reuters Group will be liable to Instinet or any
            Instinet Affiliate for any direct, indirect, special or
            consequential damage suffered in connection with the supply of the
            Fixed Income Data to Instinet under this Agreement.

      4.9   Reuters will not be responsible for the accuracy, completeness or
            reliability of any fixed income terms and conditions, price or
            reference data made available by Instinet or any Instinet Affiliate
            through the Fixed Income Service which Instinet or an Instinet
            Affiliate has not obtained from Reuters or any other member of the
            Reuters Group, and neither Reuters nor any other member of the
            Reuters Group will be liable to Instinet or any Instinet Affiliate
            in relation thereto.

      4.10  Reuters will provide appropriate training on the content and
            structure of the Fixed Income Datafeed to those employees of
            Instinet or an Instinet Affiliate who require it.


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5.    FIXED INCOME DATA - INSTINET'S OBLIGATIONS

5.1   Instinet will receive the Fixed Income Data in accordance with the Fixed
      Income Data Delivery Specification.

5.2   Instinet will use its reasonable endeavours to communicate to Reuters any
      faults in the Fixed Income Datafeed in accordance with the Operational
      Service Level Agreement.

5.3   Subject to Clause 4.7, Instinet will be responsible for and will use its
      reasonable endeavours to support Subscribers' enquiries about the content,
      use, functionality and support of the Fixed Income Service in accordance
      with the Data Service Level Agreement.

5.4   In accordance with the Data Service Level Agreement, Instinet will provide
      appropriate training on the content, functionality and structure of the
      Fixed Income Service to Reuters employees who require it.

5.5   Instinet will to the extent reasonably practicable, and at all times,
      maintain the security of the Fixed Income Data in accordance with Reuters
      and Instinet's standard technical and security policies in force from time
      to time.

5.6   Notwithstanding the provisions of Clause 8, Instinet will use reasonable
      endeavours to give Reuters at least sixty (60) days' prior written notice
      of its intention to launch trading of a new asset class of fixed income
      instrument over the Fixed Income Service. Within twenty one (21) days of
      receiving such notification, Reuters will use its reasonable endeavours to
      confirm to Instinet whether or not it consents to Instinet and the
      Instinet Affiliates making the corresponding asset class of Fixed Income
      Data available to Subscribers via the Fixed Income Service.


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6.    TRADED PRICE DATA

6.1   Instinet hereby grants to Reuters, on behalf of all present and future
      members of the Reuters Group, a perpetual, non-exclusive, fully paid-up
      worldwide license to use, copy, store, package, process, manipulate,
      modify and prepare derivative works from the Traded Price Data and to
      market, sub-license and distribute the Traded Price Data and derivative
      works prepared from it to Reuters Group clients via the Reuters Services
      provided however that such right and license is granted to Reuters on an
      exclusive basis for the duration of the Initial Term. The Reuters Group
      may also market, distribute and sub-license the distribution of the Traded
      Price Data and derivative works prepared from it to such of the Reuters
      Group's authorised distributors only with the express and prior written
      consent of Instinet.

6.2   As soon as is practicable and in any event no later than 3 April 2000
      Instinet will commence delivery of the Traded Price Data to Reuters
      subject to the embargoes described in Schedule 4. Notwithstanding the
      above, if any technical delay in implementing the Traded Price Datafeed is
      caused by Reuters Instinet will not be obliged to commence delivery of the
      Traded Price Data until Reuters has removed the cause of the delay.

6.3   Instinet will use its reasonable endeavours to deliver the Traded Price
      Data to Reuters on a timely basis and to maintain, support and communicate
      faults in the Traded Price Datafeed. Once the means for delivering the
      Traded Price Data to Reuters are fully defined, the parties will use
      reasonable endeavours to negotiate and settle in good faith and
      incorporate into this Agreement a service level agreement documenting in
      satisfactory detail the Traded Price Datafeed and the training,
      maintenance and support Instinet will provide to the Reuters Group in
      relation to it. Reuters and Instinet agree that such service level
      agreement will provide for a level of service and responsiveness at least
      equivalent to that provided for in the Data Service Level Agreement and
      the and Operational Service Level Agreement.


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6.4   Instinet will be responsible for and will use reasonable endeavours to
      ensure the accuracy and completeness of the Traded Price Data and will
      provide support to the Reuters Group and to subscribers of Reuters
      Services in relation to the Traded Price Data. Instinet will not be liable
      to Reuters for any direct, indirect, special or consequential damage
      suffered in connection with the supply of the Traded Price Data to Reuters
      under this Agreement.

6.5   Instinet will not be responsible for the accuracy, completeness or
      reliability of any fixed income traded price data made available by
      Reuters through the Reuters Services which Reuters has not obtained from
      Instinet and Instinet will not be liable to Reuters in relation thereto.

6.6   In marketing and distributing the Traded Price Data through the Reuters
      Services, Reuters will comply with all reasonable requirements and
      procedures established and notified to it from time to time by Instinet in
      relation to the permissioning of access to and usage of the Traded Price
      Data. In particular, Reuters agrees to restrict the release of last traded
      price data distributed by it via its integrated data network in accordance
      with any reasonable requirements notified to it by Instinet from time to
      time.

6.7   Instinet will be responsible for, and bear the cost of, transmitting the
      Traded Price Data to Reuters.

7.    VALUATION

      Reuters and Instinet agree that the annual values of the Fixed Income Data
      and Traded Price Data to be delivered during the first two years'
      operation of the Agreement are as follows:

      7.1.  in the case of the Fixed Income Data, approximately (pound)270,000
            in the first year and (pound)540,000 in the second year;

      7.2   in the case of the Traded Price Data, approximately (pound)150,000
            in the first year and (pound)690,000 in the second year;


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            such values to be kept under review by the parties and, if
            appropriate, revised.

8.    CHANGE CONTROL

      Any change to a Schedule of this Agreement will be made in accordance with
      the following procedure:

      8.1   the party proposing the change will provide the other with a written
            notification describing in appropriate detail the nature of the
            proposed change;

      8.2   once every month the parties' nominated representatives will meet by
            teleconference or other appropriate means to discuss all changes
            proposed in writing in accordance with Clause 8.1 since their
            meeting the previous month;

      8.3   the party to whom a change is proposed will use reasonable
            endeavours to evaluate the proposed change and respond to the party
            who proposed it within thirty (30) business days of the meeting at
            which it is discussed;

      8.4   if the parties agree to make a change to a Schedule, that change
            must be recorded in writing by the party who proposed it and signed
            by a duly authorised officer of each party before the change becomes
            effective;

      8.5   for the purposes of this Clause 8, for the time being Reuters
            nominated representatives will be Gary Weston, Christine Ranhosky
            and Phil Lambert and Instinet's nominated representatives will be
            Rustam Lam, Vivian Lok and Rachel Moseley.

9.    INTELLECTUAL PROPERTY RIGHTS

9.1   Each party acknowledges that:


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      9.1.1 Reuters will own all intellectual property rights, trade secrets and
            other proprietary technical, commercial and financial information
            which it has created or generated in performing its obligations
            under this Agreement; and

      9.1.2 Instinet will own all intellectual property rights, trade secrets
            and other proprietary technical, commercial and financial
            information which it has created or generated in performing its
            obligations under this Agreement;

      and neither party will take any action inconsistent with this
      acknowledgement.

10.   CONFIDENTIALITY

10.1  Reuters and Instinet will keep in confidence any information of a
      confidential nature (whether written or oral) disclosed to it by the other
      party in connection with or under the Agreement and neither will disclose
      any such information to any person other than their employees or
      professional advisers who need to know that information for the purpose of
      performing their obligations under or in connection with this Agreement
      without the prior written consent of the party who disclosed it.

10.2  Reuters will not disclose the contents of Part 2 of Schedule 2 (and any
      amendments to it) to anyone who is not identified on the authorised
      disclosure list agreed with Instinet and maintained separately by Reuters.

10.3  This Clause 10 will not apply to:

      10.3.1 any information which has been published other than through a
             breach of the Agreement;

      10.3.2 information in the possession of the recipient before the
             disclosure under the Agreement took place;


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      10.3.3 information obtained from a third party who is free to disclose it;

      10.3.4 information which a party is required by law to disclose.

10.4  This Clause will remain in effect for two (2) years after the termination
      or expiry of the Ageement for any reason or, in relation to any individual
      item of confidential information, until the disclosing party confirms in
      writing to the recipient that the relevant item of information need no
      longer be treated as confidential, whichever is the earlier.

11.   TERMINATION

11.1  Without affecting any of its other rights, either party may terminate the
      Agreement if the other is in material breach of any obligation under the
      Agreement by giving the other not less than thirty (30) days' written
      notice of its election to terminate, such notice to state the nature of
      the default claimed. The defaulting party may correct the default (if
      capable of correction) during that thirty (30) business days period and if
      it is corrected the Agreement will continue in full force and effect as if
      such notice had not been given.

11.2  Either party is entitled to terminate the Agreement immediately and
      without notice if:

      11.2.1 control of the other passes outside the Reuters Group or if there
             is a change in control of Reuters Group PLC. For the purposes of
             this Clause, "control" means the beneficial ownership, whether
             direct or indirect, of more than 50% of the issued share capital of
             the relevant party and the legal power to direct or cause the
             direction of the general management of that party;

      11.2.2 Instinet ceases to market and distribute the Fixed Income Service
             or any substantially equivalent service or it ceases to carry on
             business under any bankruptcy, insolvency, reorganisation or
             similar law or for any other reason.


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11.3  Both parties acknowledge the reciprocal nature of the subject matter of
      this Agreement. If for any reason either party does not commence, or
      subsequently ceases, delivery of all or a substantial part of the data
      which it has undertaken to supply under this Agreement, the other party
      may at its discretion:

      11.3.1 elect to treat such default as a material breach by the other of
             the Agreement and terminate the Agreement in accordance with Clause
             11.1; or

      11.3.2 require fair and reasonable payment from the other for the supply
             of the relevant data, such payment to be based on the open market
             value of that data specified in Clause 7 as amended from time to
             time.

11.4  Termination of the Agreement will not affect any rights or obligations of
      either party which are expressed to survive termination or which have
      arisen on or before termination.

11.5  Neither party will be liable to the other party for any indemnities or
      damages in the event this Agreement expires and is not renewed.

12.   FORCE MAJEURE

12.1  The provisions of this Agreement are binding upon Reuters and Instinet
      except where prevented or interfered with by riot, war or hostilities
      between nations, governmental action (other than action taken in response
      to a party to this Agreement who violates or fails to act with respect to
      any law or governmental regulation, in which case the party at fault shall
      not be permitted to claim the benefit of this Clause), acts of God, fire,
      accidents, earthquakes, strikes, labour disputes, delays of carriers, lack
      of transportation facilities, inability to obtain materials, curtailment
      of or failure in obtaining sufficient power or fuel and other causes
      beyond the reasonable control of the parties.

12.2  The party affected by force majeure shall give notice to the other party
      of that force majeure event promptly after it occurs, stating in such
      notice the nature


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      of the suspension of performance and the reasons for it. The affected
      party will use its best efforts to resume performance as soon as
      reasonably possible but will not be required to settle any strike or other
      labour dispute on unreasonable terms. On restoration of the affected
      party's ability to perform its obligations under this Agreement, it will
      give immediate notice to this effect to the other party.

12.3  If a force majeure event continues for a period of six (6) consecutive
      months, and there is no reasonable prospect for a prompt cure of the
      relevant force majeure event, then notwithstanding the provisions of
      Clauses 2.1 and 11 the party not affected by force majeure will be
      entitled to terminate this Agreement in its entirety and without liability
      upon ninety (90) days' prior written notice to the other party. However,
      this right of termination will not apply in the case of a strike or other
      labour dispute provided that the party affected has used its best efforts
      to resume performance as required by Clause 12.2.

13.   ASSIGNMENT

      Neither Reuters nor Instinet may transfer or assign or purport to transfer
      or assign any right or obligation under this Agreement or any part of it
      without the prior written consent of the other party, unless such transfer
      or assignment is to another company in the Reuters Group.

14.   WAIVER

      No failure of either party to exercise, and no delay by it in exercising,
      any right, power or remedy in connection with this Agreement (each being a
      "Right") will operate as a waiver of it, nor will any single or partial
      exercise of any Right preclude any other or further exercise of such Right
      or the exercise of any other Right. The Rights are cumulative and not
      exclusive of any other rights or remedies provided by law or otherwise.


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15.   ENTIRE AGREEMENT

      Reuters and Instinet acknowledge and agree that this Agreement is the
      entire understanding of the parties in relation to the subject matter of
      this Agreement, that it supersedes all prior written or oral
      representations and agreements of the parties relating to the matters
      dealt with in this Agreement (save to the extent implied by law) and that
      neither Reuters nor Instinet have relied on any warranty or representation
      (except in the case of fraud) made by the other. No change or modification
      of this Agreement will be binding on the parties unless it is executed in
      writing and signed by a duly authorised officer of each of the parties.

16.   NOTICES

      Any notice or other document required to be given or forwarded under this
      Agreement must be sent by courier, registered mail or by fax to the
      following persons:

      (i)   Reuters: General Counsel, 85 Fleet Street, London EC4P 4AJ;

      (ii)  Instinet Corporation: Rachel Moseley, Instinet Corporation, 850
            Third Avenue, New York, NY l0022 and a copy to General Counsel,
            Instinet Corporation at the same address.

      Notices will be deemed to be received three (3) business days after being
      sent or on proof of delivery, if earlier.

17.   NO PARTNERSHIP OR JOINT VENTURE BETWEEN PARTIES

      Nothing in this Agreement will be construed so as to create any
      partnership, joint venture or relationship of principal and agent or
      between the parties and neither party will have any authority to represent
      or bind the other party in any way and will not represent that it has such
      authority.


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18.   CHOICE OF LAW

      This Agreement is governed by and will be interpreted in accordance with
      English law and the parties irrevocably agree that the courts of England
      will have non-exclusive jurisdiction to deal with any disputes arising out
      of or in connection with the Agreement.

19.   SURVIVAL

      Clauses 2.3, 4.1, 4.8, 4.9, 6.4, 6.5, 9, 10 and 18 will survive the
      termination or expiry of the Agreement for any reason.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorised representatives on the day, month and year first above
written.

For and on behalf of                    For and on behalf of
INSTINET CORPORATION                    REUTERS LIMITED


/s/ P. Fenichel                         /s/ William Goldy
------------------------------          ------------------------------
Name                                    Name

SVP                                     DIRECTOR CORE BUSINESS RI
------------------------------          ------------------------------
Title                                   Title

10/19/99                                21/9/00
------------------------------          ------------------------------
Date                                    Date


                                       20
<PAGE>   21

                                   SCHEDULE I
                          DATA SERVICE LEVEL AGREEMENT


                                       21
<PAGE>   22

                      Data Service Level Agreement between
                              Reuters and Instinet

Synopsis:

The purpose of this Data Service Level Agreement ("Data SLA") is to define
specific data support roles and activities for the Fixed Income Service being
launched by Instinet in Q3 1999 which will be fed by Reuters with Fixed Income
Data from the Reuters Database. The service level targets defined in this
document are intended to provide a quantifiable measure of the quality of
service that Reuters and Instinet aim to provide under the Agreement.

Unless indicated otherwise, all capitalised terms used in this document bear the
meaning defined in the Fixed Income Data Agreement between Reuters and Instinet
(the "Agreement") of which this document forms a part.

                                      Author:      Christine Ranhosky
                                        Date:      20 September 1999
                                     Version:      0.3 Draft
                                    Document:      InstSLAl.doc

Approval:

Reuters                                 /s/ J. Reeve                   1/16/2001
J. Reeve                                ----------------------------------------

Tom Frossell

Instinet                                /s/ R. Moseley                  10/19/99
Rachel Moseley                          ----------------------------------------

Reviewed:

Reuters Product Director                ----------------------------------------
Peter Seremetis
Reuters Product Manager
Gary Schneider
Reuters Information Support             ----------------------------------------
Terry Huff
Tom Frossell
Instinet Product Mgt                    ----------------------------------------
Rustam Lam
Instinet Development                    ----------------------------------------
Duncan Johnston-Watt
Rachel Moseley


                                       22
<PAGE>   23

                         Service Level Agreement between
                               Reuters & Instinet

DOCUMENT HISTORY
--------------------------------------------------------------------------------

Issue   Version Date            Description of Change           Author
--------------------------------------------------------------------------------
Draft   7 April 1999            First draft of SLA              Christine
                                                                Ranhosky
--------------------------------------------------------------------------------
Draft   27 August 19999         Second Draft of SLA             Christine
                                                                Ranhosky
--------------------------------------------------------------------------------
Draft   20 September            Third Draft                     Christine
                                                                Ranhosky
--------------------------------------------------------------------------------


                                       23
<PAGE>   24

INDEX
--------------------------------------------------------------------------------

1.          RESPONSIBILITIES OF EACH PARTY                                  25

2.          TERMS OF REFERENCE                                              25

3.          SERVICE LEVEL COMMITMENTS                                       25
3.1         Reuters Commitments                                             25
3.2         Instinet Commitments                                            26
3.3         Data Delivery Service                                           26
3.4         Customer Service                                                26

4.          SERVICE LEVEL MANAGEMENT                                        27
4.1         Measurement                                                     27
4.2         Contacts                                                        27


                                       24
<PAGE>   25

1     RESPONSIBILITIES OF EACH PARTY
--------------------------------------------------------------------------------

The broad responsibilities of Reuters and Instinet under this Data SLA are
summarised below. Subject to the terms of the Agreement:

Reuters will provide:

      a)    Reference and historical Fixed Income Data to Instinet

      b)    A delivery feed to Instinet of the Fixed Income Data as specified in
            the Operational Service Level Agreement attached as Schedule 3 of
            the Agreement.

      c)    Customer support to Instinet in respect of the Fixed Income Data as
            further specified in this Data SLA.

Instinet will provide:

      a)    Maintenance of its own copy of the Fixed Income Data delivered to it
            by Reuters via the Fixed Income Datafeed.

      b)    Processing of the Fixed Income Data received from Reuters via the
            Fixed Income Datafeed as further specified in this Data SLA.

      c)    Displays of the Fixed Income Data to Subscribers over the Fixed
            Income Service.

      d)    Customer support to Subscribers for product and data functionality
            in relation to the Fixed Income Service.

TERMS OF REFERENCE

The purpose of this Data SLA is to document the data service level targets which
both Reuters and Instinet will use reasonable endeavours to achieve in relation
to the Fixed Income Data delivered to Instinet by Reuters under the Agreement.
The Data SLA forms an integral part of the Agreement, provided however that the
parties intend to create legally binding relations or impose legally binding
duties, liabilities, or obligations upon each other in relation to the subject
matter of the Data SLA only to the extent indicated in the Agreement and no
obligation is placed on Reuters or Instinet which exceeds that agreed in the
Agreement.

Both Reuters and Instinet will provide to nominated representatives of the other
sufficient access and facilities as are reasonably required to audit the
operation of this Data SLA. A review of the SLA by both parties is required on a
six month basis or as and when new content is provided or requested. Access will
be subject to the standing security procedures in force on either side.

Both Reuters and Instinet agree that the responsibilities and commitments set
out in this Data SLA may only be changed in accordance with Clause 8 of the
Agreement with the additional requirement that each party will use reasonable
endeavours to give a minimum of 90 days' written notice to the other of proposed
changes to data field level, format or models and additions to data sets.

Reviews of the SLA will be conducted by the parties in accordance with Clause 2
or 8 of the Agreement as applicable.

3.    SERVICE LEVEL COMMITMENTS
--------------------------------------------------------------------------------

3.1   Reuters Commitments

3.1.1 Servicing the Feed

Reuters Operations and Communications Support Groups at the Reuters Docklands
Technical Center (DTC) in London agree to use reasonable endeavours to maintain
and service the Fixed Income


                                       25
<PAGE>   26

Datafeed described in Section 2.1 of the Operational Service Level Agreement
(the "Operational SLA") such that the flow of Fixed Income Data to Instinet is
sustained on an ongoing basis. They will endeavour to resolve any problems
regarding the Fixed Income Datafeed for which Reuters has responsibility in
accordance with the terms of the Operational SLA.

Data Content Support

Reuters will provide second level support for the Fixed Income Data through its
Information Support Desks identified in Section 4.2 of this document. Reuters
will provide a version of ReutersQ, Reuters electronic query tracking system, at
the Instinet sites specified in Section 4.3 of this document. The data support
provided by Reuters will include verification and/or correction of the Fixed
Income Data supplied by Reuters under the Agreement. Corrections will be made at
the Reuters source database and fed through to Instinet via the Fixed Income
Datafeed.

Data Quality

Reuters is responsible for the quality and completeness of the Fixed Income Data
on the basis described in Clause 4.6 of the Agreement. Accuracy is expected to
be over 90% for supported sovereign data. Reuters will use reasonable endeavours
to ensure that overall reliability of the Fixed Income Data is high enough to
ensure that there is always accurate data available for Instinet retrieval
during operational hours under normal operating conditions.

3.1.2 Training

Reuters agrees to provide training to Instinet employees on the content and
structure of the Fixed Income Datafeed and related documentation as is required
and appropriate.

3.2   Instinet Commitments

Data and Product Content Support

Instinet agrees to escalate all inquiries to the appropriate source of support,
which shall be Reuters in the case of queries relating purely to the content
Fixed Income Data supplied by it under this Agreement and Instinet in the case
of all other queries. For the avoidance of doubt, Instinet is responsible for
the support of queries relating to the operation of the Fixed Income Service,
data on the Instinet Database and future data content of the Fixed Income
Service. Instinet is also responsible for all aspects of Fixed Income Service
functionality including installation, product support, release management and
decommissioning of products.

Training

Instinet agrees to provide training to Reuters employees on the content and
structure of the Fixed Income Service and related documentation as is required
and appropriate. Instinet will also be responsible for providing training to
Subscribers in relation to the Fixed Income Service.

3.3   Data Delivery Service

Reuters is responsible for maintaining the Fixed Income Datafeed in accordance
with the terms of the Operational SLA.

3.4   Customer Service

Reuters Information Support Desks operate a priority system with respect to
Subscriber queries. The highest level of priority relates to queries from paying
clients using Reuters data in trading applications. Under the terms of this SLA
Reuters agrees to consider Instinet queries conforming to this criterion as a
top priority. Instinet in turn recognises the distinction between live
production queries and


                                       26
<PAGE>   27

non production queries and will endeavour to ensure that direct availability of
the Reuters Information Support Desks is not abused by non urgent queries being
treated as high priority. Under the SLA it is recognised that, given the
relatively small size of the Instinet Fixed Income business group at launch,
queries from Instinet are likely to come from all parts of the organisation, not
just the Instinet Help Desks and Broker Desks.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                        Target Time
--------------------------------------------------------------------------------
<S>                                                     <C>
Time for Reuters Information Support desk to answer     1-4 Hours
--------------------------------------------------------------------------------
Time for Reuters to fix                                 1-TBD
--------------------------------------------------------------------------------
</TABLE>

"Answer" is defined as the time taken for the Reuters Information Support Desk
to deliver an answer to the query originator and, if appropriate, launch a
correction (or "Fix") onto the Reuters Database. The answer should include a
reasonable estimate of when Instinet can expect to see the correction on the
Reuters Database. The answer time is based on the availability of local market
sources for validation and the time required to answer a query will also be
dependent on the time zone difference between the query originator and the
Reuters Information Support Desk resource who is able to answer the query.

A "Fix" is defined as the time required for a data correction to appear on the
Reuters Database. The target time is dependent on the nature and volume of the
query.

4.    SERVICE LEVEL MANAGEMENT

4.1   Measurement

Under the terms of this data SLA, Reuters and Instinet agree to collect and
record Help Desk Problem Reports in the form of ReutersQ reports on query
activity. Other measurements of service availability and exception reports
(based on a weekly synchronisation comparison) will be covered under the
Operational SLA.

4.2   Contacts

Reuters Subscriber Inquiry Escalation

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
<S>                             <C>                     <C>
Stamford Information Support    + 1-203-425-2650        1300-2300
Desk                                                    GMT
--------------------------------------------------------------------------------
Tiverton Information Support    + 44-171-542-8650       0800-1800
Desk                                                    GMT
--------------------------------------------------------------------------------

<CAPTION>
Instinet Subscriber Inquiry Contacts

--------------------------------------------------------------------------------
<S>                             <C>                     <C>
New York Help Desk              + 1-800-432-1285
--------------------------------------------------------------------------------
London Help Desk                + 44-171-680-3456
--------------------------------------------------------------------------------

<CAPTION>
Reuters Management Contacts

--------------------------------------------------------------------------------
<S>                             <C>                     <C>
Peter Seremetis         Product Director        US/ 203 425 2660
--------------------------------------------------------------------------------
Gary Schneider          Product Manager         US/ 203 940 8324
--------------------------------------------------------------------------------
Gary Weston             Business Manager        US/ 203 940 8519
--------------------------------------------------------------------------------
Bill Goldy              Project Sponsor         UK/ 0171 542 8542
--------------------------------------------------------------------------------
Terry Huff              Director, Information   US/ 416 350-5287
                        Support, America
--------------------------------------------------------------------------------
</TABLE>


                                       27
<PAGE>   28

<TABLE>
--------------------------------------------------------------------------------
<S>                     <C>                             <C>
Tom Frossel             Manager, European               GVA/41 22 718 2227
                        Information Support
--------------------------------------------------------------------------------
</TABLE>

Instinet Management Contacts

<TABLE>
--------------------------------------------------------------------------------
<S>                     <C>                             <C>
Rachel Moseley          CIO Fixed Income Markets        US/212 310 7847
--------------------------------------------------------------------------------
Rustam Lam              Head of Fixed Income            UK/0171 680 3376
                        Production Management -
                        Europe
--------------------------------------------------------------------------------
Steve Cary              Head of Fixed Income            US/212 310 7524
                        Broker Desk - US
--------------------------------------------------------------------------------
Michael Ezra            Head of Fixed Income            UK/0171 680 3104
                        Broker Desk - Europe
--------------------------------------------------------------------------------
Duncan Johnston-Watt    Head of Fixed Income            UK/0171 680 3229
                        Development
--------------------------------------------------------------------------------
Steve Mavin             Manager, Fixed Income           UK/0171 680 3317
                        Development
--------------------------------------------------------------------------------
Vivian Lok              Fixed Income Development        US/212 310 7381

--------------------------------------------------------------------------------
</TABLE>


                                       28
<PAGE>   29

                                   SCHEDULE 2

                                FIXED INCOME DATA

                       ASSET CLASSES REQUIRED BY INSTINET

PART 1

Subject to the terms of the Agreement, with effect from the date of the
Agreement Reuters will provide Instinet with Fixed Income Data in relation to
the following asset classes:

Governments*:

o     All US Treasuries

o     All Euro denominated Government debt issued in the 11 converting
      countries: Austria, Belgium, Finland, France, Germany, Ireland, Italy,
      Luxembourg, Netherlands, Portugal, Spain.

Agencies:

o     All Supranationals (both US and Euro denominated)

Jumbo Pfandbriefe

PART 2

Subject to the terms of the Agreement, with effect from the dates indicated
below Reuters will use its reasonable endeavours to provide Instinet with Fixed
Income Data for at least the following asset classes:

(i)   1 January 2000

Governments*:

o     Japan

o     Denmark

o     Finland

o     Norway

o     U.K

o     Switzerland

Agencies:

o     All Euro denominated Agencies

o     All US Agencies


                                       29
<PAGE>   30

Credit products:

o     Eurobonds (all currencies)

Futures

Repos

(ii)  1 March 2000

US Corporates

US Mortgages

The list of asset classes in Part II of this Schedule is not intended to be
exhaustive and may be supplemented from time to time by agreement between the
parties.

* Note: Governments comprise all applicable issued instruments for the relevant
country such as coupons, zeros, strips, index linked and bills.


                                       30
<PAGE>   31

SCHEDULE 3

             OPERATIONAL SERVICE LEVEL AGREEMENT


                                       31
<PAGE>   32

                                                                      Holder No.

                            A SERVICE LEVEL AGREEMENT

                                     Between

                                     REUTERS
                                 GTC-L DOCKLANDS
               Service Operations Financial Information Databases
                              Group (SOFID) London
                                       And
                                    INSTINET
                      Operations, Newport Financial centre

                            Issue 1.1 September 1999


Agreed by:   Andrew Rieger     Sgn: /s/ Andrew Rieger    Date: 10-01-99
             Client Technology Manager, Fixed Income, INSTINET


Agreed by:   Rob Wallace       Sgn: /s/ Rob Wallace      Date: 1/2/2001
             Service Operations Manager, Reuters SOFID

                                              Compiled By: G.N.Ford
                                                     Date: September 1999
                                                           ISSUED

 This document is issued and controlled by the Quality Systems Group (Reuters).
Changes may only be authorised by the approval signatory above. Numbered copies
of this document have been issued to registered holders. Updates will be issued
  automatically for these copies. Amendments to unnumbered copies will not be
                                    issued.

Unless indicated otherwise, all capitalised terms used in this document bear the
 meaning defined in the Fixed Income Data Agreement between Reuters Limited and
  Instinet Corporation (the "Agreement") of which this document forms a part.

 THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO REUTERS LIMITED, AND MAY NOT
         BE REPRODUCED, DISCLOSED OR USED IN WHOLE OR PART WITHOUT THE
                     EXPRESS PERMISSION OF REUTERS LIMITED.
                            (C) 1999 REUTERS LIMITED


                                       32
<PAGE>   33

1.0 Contents

Section                                                                     Page

 1.0    Contents                                                               2
 2.0    Introduction                                                           3
 3.0    The Customer and the Supplier                                          3
 4.0    Terms of Reference                                                     4
 5.0    INSTINET Service Level Commitments                                     5
 6.0    REUTERS Service Level Commitments                                      7
 7.0    SLA Administration                                                     8
 8.0    References                                                             9
 9.0    Appendices                                                            11
10.0    Revision History                                                      14



                                       33
<PAGE>   34

2.0 Introduction

      This document forms an integral part of the Agreement. It describes the
      mutually agreed operational procedures and relationship between;

      Reuters, Service Operations Financial Information Databases Group, London
      and INSTINET, Newport Financial centre, NJ

      relating to the Fixed Income Datafeed, and the constituent components of
      it.

2.1 Services/Systems

      The Fixed Income Datafeed
      The Terms & Conditions Host identified in Appendix C (the "T&C's Host")
      The Reuters-side firewall platform
      Network infrastructure up to the Reuters-side firewall

3.0 The Customer and the Supplier

      The customer under the terms of this Operational Service Level Agreement
      (the "SLA") is an external (to Reuters) company. The customer, INSTINET,
      shall receive the Fixed Income Data via Reuters managed systems and
      networks in accordance with the Agreement and the provisions of this SLA.


                                       34
<PAGE>   35

4.0 Terms of Reference

4.1   This document regulates the operational interfaces between Reuters and
      INSTINET. The parties intend to create legally binding relations or to
      impose legally binding duties, liabilities, or obligations upon each other
      only to the extent indicated in the Agreement and no obligation is placed
      on Reuters or INSTINET which exceeds that agreed in the Agreement.

4.2   Any faults or other non-compliance matters raised in connection with the
      operation of this SLA will be treated as a Customer/Supplier issue and
      investigated by reuters and INSTINET accordingly.

4.3   Both Reuters and INSTINET agree to provide sufficient access and
      facilities as are reasonably required to allow the other's nominated
      representatives to audit compliance with this SLA. Access will be provided
      subject to the standing security procedures applied at the time by the
      party providing such access.

4.4   Both Reuters and INSTINET agree that the responsibilities documented
      within the SLA cannot be changed without the consent of the signatories
      detailed on the front page of the SLA (or their nominated representatives
      from time to time) and in accordance with Clause 8 of the Agreement.

4.5   Both Reuters and INSTINET will each nominate a representative who will act
      on its behalf as the focal point for all SLA non-compliance and quality
      issues arising under the SLA (the "Quality Representatives"). (For further
      details see Section.7.O of the SLA - Administration).

4.6   The Quality Representatives of both Reuters and INSTINET will convene
      meetings as appropriate in order to evaluate any issues that may affect
      any operational quality standards or the functioning of the SLA.


                                       35
<PAGE>   36

5.0 INSTINET Service Level Commitments

5.1 Operations

      (i)   INSTINET will maintain communication with Reuters using the
            mechanisms described in Appendix A of the SLA.
      (ii)  INSTINET will be available as for communication as per Appendix A on
            a 24-Hour basis.

5.2 Fault Management

      All faults relating to the Fixed Income Datafeed shall be recorded and
      tracked by INSTINET. Details of fault event and resolutions, where
      applicable, will be made available to Reuters.

5.3 Fault Escalation

      Faults in the Fixed Income Datafeed supplied by Reuters will be notified
      to Reuters via the contact mechanisms as described in Appendix A.

5.4 Planned Maintenance

      INSTINET do not have a defined maintenance window in relation to its
      receipt of the Fixed Income Datafeed. Should one subsequently be defined,
      INSTINET will inform Reuters of its definition 28 days in advance via
      e-mail as defined in the contact mechanisms in Appendix A.

5.5    Change Control

      (i)   INSTINET will agree with Reuters, 28 days in advance, any changes to
            the configuration of INSTINET supported hardware or software, which
            may affect the functions or receipt of the Fixed Income Datafeed.
            This will include network and firewall configuration changes.
      (ii)  Where a change item requires Reuters to allocate extra resource,
            INSTINET will agree a timetable and timescales for the
            implementation of the change.


                                       36
<PAGE>   37

5.6 Hardware/Software vendor support

      Reuters will be responsible for all systems up to and including the
      Reuters firewall. INSTINET are responsible for all systems within the
      INSTINET managed production system.

5.7 Business Continuity (BC)/relocation of Service

      (i)   INSTINET will agree with Reuters, 28 days in advance, any change to
            the INSTINET service configuration that may affect the supply or
            receipt of the Fixed Income Datafeed.

            For example; planned re-location of the INSTINET service to a
            business continuity installation

       (ii)  Notification of changes to the INSTINET hardware or software
             environment that may incur activation of business continuity
             measures will be made available to Reuters via a project schedule
             agreed between Reuters and INSTINET at the relevant time.
       (iii) INSTINET will include notification of Reuters as part of their
             business continuity procedures where the receipt of the Fixed
             Income Datafeed may be affected.

5.8 TIBCO table space access

      INSTINET shall not use access to the T&C's Host for any purposes other
      than operational purposes related to the subject matter of the Agreement.


                                       37
<PAGE>   38

6.0 REUTERS Service Level Commitments

6.1 Operations

      (i)   Reuters will be available for contact by INSTINET as described in
            Appendix A.
      (ii)  Reuters will contact INSTINET as described in Appendix A

6.2 Fault management

      (i)   Reuters will log, maintain and track faults in the Fixed Income
            Datafeed.
      (ii)  Reuters will manage any faults in the Fixed Income Datafeed in
            accordance with the MTC Docklands problem management procedures (see
            section 8.3 of the SLA -- Bibliography - for further details).

6.3    Fault Escalation

      (i)   Fault escalation of all errors affecting the supply or quality of
            the Fixed Income Data, once identified, will be made to INSTINET
            within 30 minutes.
      (ii)  All fault escalation will be maintained via the communication
            mechanisms defined in Appendix A.
      (iii) In the event of an ongoing problem awaiting resolution, regularity
            of updates and contacts shall be defined by Reuters and INSTINET at
            the time of the incident.

6.4 Planned Maintenance

      (i)   Reuters will not guarantee the operation of the Fixed Income
            Datafeed during the published maintenance windows as shown in
            Appendix B of the SLA.
      (ii)  Reuters will inform INSTINET of any alteration to the maintenance
            window as described in Appendix B with 28 days' notice.

6.5 Change Control

      (i)   Reuters will agree with INSTINET all configuration, installation or
            hardware changes that may affect the supply of the Fixed Income
            Datafeed 28 days in advance of the change.
      (ii)  Reuters will only apply changes as defined by the SOFID change
            management procedures (See Section 8.3 of the SLA -- Bibliography
            -- for further details).
      (iii) Changes made in response to faults will escalated as per the
            escalation mechanisms described in Appendix A


                                       38
<PAGE>   39

      (iv)  Any change not notified in accordance with the above will be
            classified as an `emergency release' which is further defined in
            Section. 8.1 of the SLA - Definitions).

6.6 Hardware/Software vendor support

      All systems used by Reuters in support of the Fixed Income Datafeed will
      be included within established Reuters vendor support agreements.

6.7 Business continuity/relocation of service

      (i)   In the event of Reuters activating business continuity measures,
            Reuters will inform INSTINET of any consequential alteration of the
            Fixed Income Data feed.
      (ii)  Reuters will use its reasonable endeavours to re-locate the T&C's
            Host to its business continuity environment within the time
            constraints defined in the Key Product Quality Parameters (KPQP)
            statement (See Section 8.3 of the SLA -- Bibliography -- for further
            details).
      (iii) Reuters will include notification of INSTINET as part of its
            business continuity procedures where the delivery of the Fixed
            Income Data is affected.

7.0 SLA Administration

      This SLA is administered jointly by INSTINET and Reuters Quality Systems
      Group at GTC-L Docklands (the "Quality Systems Group"). Both parties are
      responsible for facilitating future reviews and amendments to the SLA. The
      Quality Systems Group shall manage updating and distribution of this
      document during it's life cycle.


      The SLA will be subject to audit and review at YEARLY intervals as a
      minimum by the Quality Representatives of both parties. Any amendments
      will be subject to mutual agreement between Reuters and INSTINET and will
      be recorded in accordance with Clause 8 of the Agreement.


      Non-compliance or details of other deficiencies noted during the operation
      of this SLA should be sent by e-mail to the following generic account held
      by the Quality Systems Group:

      Teamlinks Account: SLA_ADMIN

      A record of all non-compliance matters and other deficiencies will be
      maintained by the Quality Systems Group and will be carried forward for
      discussion at the SLA management review described in Section 4.1 of the
      SLA.


                                       39
<PAGE>   40

8.0 References

8.1 Definitions

(i)   Emergency Release

      An EMERGENCY RELEASE is one which it may be necessary to issue and install
      without complying with some, or all, of the normal requirements or
      controls applied to routine planned releases. It must be authorised by
      both a INSTINET technical manager and by Reuters senior operations
      management.

      An EMERGENCY RELEASE may for example be necessary to overcome or correct
      existing or potential service degradation, or to address a serious
      business threatening situation.

      Notwithstanding the above, any EMERGENCY RELEASE must be supplied with
      adequate information or documentation to enable Operations to safely
      install the release without further jeopardising any aspect of the Fixed
      Income Datafeed. Once an EMERGENCY RELEASE has been applied, all normally
      required documentation that may be outstanding must be completed and
      supplied to Operations within FIVE working days.

8.2 Glossary

     GTC-G      Global Technical Centre Geneva
     GTC-L      Global Technical Centre London
     SOFID      Service Operations Financial Information
                Databases
     SSHD       GTC Service Support Help Desk


                                       40

<PAGE>   41

8.3 Bibliography

      All documentation pertaining to the SLA is available from the QMS Intranet
      website;

      REFERENCE:
      "The GTC-L Technical operation Quality Management System"

      Where the following referenced documents will be available;

Document Title                                Reference
SOFID change management procedure             FID/PROC/022
MTC Docklands Service Operations FID          FID/PROC/004
Problem Management Procedures
GTC-L Docklands Document Control Procedure    GTCL_QMS/PROC/OO1

      The KPQP statement pertaining to the SLA is available from the website
      http://www.ri.ime.reuters.com/fixedincome/instinet

Document Title                               Reference
Key Product Quality Parameters               Refer to web page

8.4 Distribution List

      Reuters

      Rob Wallace
      Richard Dixey
      Adrian Whear
      Mark Sanwell
      GTC-L Shift Managers
      Tony Cutting

      INSTINET

      Andrew Rieger
      Rachel Moseley
      Mike Fogarty
      Bob Sillars


                                       41
<PAGE>   42

9.0 Appendices

      Appendix A: Communication mechanisms

      (i)   Reuters Operational Contacts (24 Hour)

            All calls to Reuters GTC-L will be initiated through the service
            support help desk (SSHD). Escalation to other Reuters groups will be
            advised accordingly.

            SERVICE SUPPORT HELP DESK Tel: +44 171 542 2777

            The management escalation point for access to SSHD

            GTC-L Shift Managers Tel +44 171 542 6665

            In the event of escalation from the SSHD to SOFID the following
            contact number will be used;

            SOFID CONTROL Tel: +44 171 542 5234

            All e-mail contact should be made via the following account

            Teamlinks account: SSHD


                                       42
<PAGE>   43

      (ii)  INSTINET operational contacts (24 Hour)

            The following numbers are the prime initial contact points for
            INSTINET

            System Operations            +001 201-305-6701
            Network Operations           +001 201-305-6700

            The following management escalation contacts will be made via one of
            the above quoted Operations contact numbers;

            Tyrone Johnson      Manager Systems Operations,
            Michael Fogarty     Director Systems & Network Operations
            Kaz Timur           VP Operations & Support

            All e-mail contact should be made via the following account

            Lotus notes accounts;

            NFC CSS NETWORK
            SYSTEMS OPERATIONS

      Appendix B: Maintenance Window.

      (i)   The systems used to support the T&C's feed are subject to the
            following maintenance period

            Sat 16:OOHrs GMT to Sun 20:00 GMT

      (ii)  Product Support Matrix

            All fault escalation to the groups specified below will be made
            via/by the SSHD, or SOFID control

Component                                            Support Group   Coverage

Pathfinder III                                        SOFID -- I&S       24*7
Terms and Conditions system, system management        SOFID -- TSG       24*7
Terms and Conditions system, database administration  SOFID -- DBA       24*7
Infrastructure (non-HPSNng)                           PEG                24*7
Infrastructure HPSNng                                 RTI                24*7


                                       43
<PAGE>   44

Appendix C: Overview of the Fixed Income Data Delivery Environment

      As stated in the Systems/Services section of the SLA the delivery of the
      Fixed Income Data utilises the following systems:

      The Fixed Income Datafeed
      The T&C's Host
      The Reuters-side firewall platform

      The relationship between these systems is shown in the following diagram

        Reuters Production
        Environment (Reference
        database, RDB)
                |
                |
  The Terms and Conditions Host
       (INST_TCL London &
        INST_TCG, Geneva)
                |
                |
         Firewall System
                |
                |                Reuters Managed
                |                 Environement
   ----------------------------------------------
                |               INSTINET Managed
                |                 Environment
                |
                |
             INSTINET
            Production
            Environment


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10.0 Revision History

ISSUE    DATE      REASON FOR ISSUE                  AUTHORISED
 NO      ISSUED

 .001     22/04/99  DRAFT FOR COMMENT
 0.1     08/06/99  Final draft including revisions.
 0.2     28/06/99  Revise draft 0.1
 0.3     01/07/99  Revision of draft 0.2
 1.0     16/08/99  First formal Issue
 1.1     22/09/99  Revisions incorporated from formal review


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                                   SCHEDULE 4

                                TRADED PRICE DATA

Instinet will provide traded price data to Reuters for those asset classes in
respect of which Reuters has provided Instinet with Fixed Income Data and as
further provided in this Schedule:

Part 1

Last traded price for the following asset classes:

o   Euro denominated government debt; and
o   US Treasuries

With effect from the date of Agreement the last traded price data initially
supplied by Instinet will be for all the above fixed income instruments actively
brokered through the Fixed Income Service.

Because all prices in the Fixed Income Service are live, the last traded price
data supplied for the above asset classes will be a feed of the actual traded
prices -- ie. no 'indicative', co-mingled or selective data will be supplied by
Instinet. The last traded price data will include both cash quotes and basis
quotes (where these are part of the Fixed Income Service).

Initially, the last traded price data supplied through the Traded Price Datafeed
will be delayed by Instinet for five (5) minutes prior to publishing over
Reuters pages. However, the length of delay will be subject to review, and
possible improvement, on the six month anniversary of this data becoming
available over Reuters pages.

It is acknowledged by Reuters that Subscriber sensitivity over new types of
assets added by Instinet to the Fixed Income Service over time, such as credit
products, may result in different embargoes being imposed by Instinet on the
release of individual items of last traded price data.

It is understood by both parties that it is the intention of Instinet to provide
Reuters with progressively greater breadth and depth and shorter time delays in
respect of the last traded price data and that it is Instinet's objective in due
course to provide Reuters with full asset coverage in real-time for last traded
prices. Notwithstanding the foregoing, Reuters acknowledges that the release
over Reuters pages of any last traded price data for new asset classes and/or in
greater depth and/or subject to a shorter time delay than that provided for at
the date of this Agreement will in each case be subject to the written consent
of Instinet.

Part 2

Daily closing price for the following asset classes:


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<PAGE>   47

o     Euro denominated government debt; and
o     US Treasuries

The delivery times for this data are expected to be 6.OOpm in London and 2.OOpm
NY. Instinet will inform Reuters should this change.

No delay is required before this data may be published over Reuters pages.

It is understood by both parties that it is the intention of Instinet to provide
Reuters with progressively greater breadth and depth in respect of the daily
closing price data and that it is Instinet's objective in due course to provide
Reuters with full asset coverage in relation to such data. Notwithstanding the
foregoing, Reuters acknowledges that the release over Reuters pages of any daily
closing price data for new asset classes and/or in greater depth than that
provided for at the date of this Agreement will in each case be subject to the
written consent of Instinet.


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